ARTICLES OF INCORPORATION
OF INTERNET CORPORATION FOR
ASSIGNED NAMES AND NUMBERS

Additions to framework document are in green

Additions to commentsare in green italics

1. PREAMBLE and STATEMENT OF PURPOSE

The Internet has grown to be a worldwide system with significant effects on people,
schools, organizations, businesses, and governments everywhere. It is no longer
reasonable for the operation of the Internet to be performed through informal
arrangements. These Articles of Incorporation and any By-Laws adopted hereunder are
intended to establish an open, accountable, responsive, and transparent entity to assume
certain limited managerial yet critical roles with respect to the Internet.
Necessarily the Corporation hereunder must be initially composed of a relatively small
number of participants. However it is a fundamental principal that this Corporation
move with rapidity to be more broadly based.

The purpose of these Articles and supporting By-laws is to create an entity consistent
with the requirements and aspirations expressed in the document commonly referred to as
the "White Paper" issued by the United States Department of Commerce's National
Telecommunications and Information Administration on the "Management of Internet
Names and Addresses", Docket Number: 980212036-8146-02 and to guarantee that such
entity shall perform its functions so as to foster a fair, open, transparent and
competitive environment for the Internet, assuring equal access to essential resources.

Comment: A Preamble and Statement of Purpose better identifies the mission of

the organization.

2

The name of this corporation is Internet Corporation for
Assigned Names and Numbers (the "Corporation").

3

The name of the Corporation's initial agent for service of
process in the State of California is C T Corporation System.

4

This corporation is a nonprofit public benefit corporation
and is not organized for the private gain of any person. It is organized under the
Nonprofit Public Benefit Corporation Law for charitable and public purposes. The
Corporation is organized, and will be operated, exclusively for charitable, educational,
and scientific purposes within the meaning of sec. 501 (c)(3) of the Internal Revenue Code
of 1986, as amended (the "Code"), or the corresponding provision of any future
Federal tax code. Any reference in these Articles to the Code shall include the
corresponding provisions of any further Federal tax code. In
furtherance of the foregoing purposes, the Corporation shall, except as limited by Article
4 hereof, pursue the charitable and public purposes of fostering an open, competitive,
global and fair environment in all areas of Internet responsibility, assuring fair and
equal access to the resources of the Internet, providing cost-effective services and
providing for the operational stability of the Internet infrastructure by (i) coordinating
the assignment of Internet technical parameters as needed to maintain universal
connectivity on the Internet; (ii) performing and overseeing functions related to the
coordination of the Internet Protocol ("IP") address space; (iii) performing and
overseeing functions related to the coordination of the Internet domain name system
("DNS"), including the development of policies for determining the circumstances
under which new top-level domains are added to the DNS root system; (iv) overseeing
operation of the authoritative Internet DNS root server system; and (v) engaging in any
other related lawful activity in furtherance of items (i) through (iv).

Comment: The NSI/IANA text text identifies the purpose of the corporation
solely as "

lessening the burdens of government" in the relevant
areas of authority. This is aninsufficient guideline for the new
entity. The presence of that phrase requires the new entity to consider all of
its acts against the standard of "lessening the burdens of government." By
removing that phrase, we are opening the new entity to benefit the entire Internet
Community, including governments.

5

Notwithstanding any other provision (other than Article 7) of
these Articles:

a. The Corporation shall not carry on any other activities not permitted to be carried
on (i) by a corporation exempt from Federal income tax under sec. 501 (c)(3) of the Code
or (ii) by a corporation, contributions to which are deductible under sec. 170 (c)(2) of
the Code.

b. No substantial part of the activities of the Corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the Corporation shall be
empowered to make the election under sec. 501 (h) of the Code.

c. The Corporation shall not participate in, or intervene in (including the publishing
or distribution of statements) any political campaign on behalf of or in opposition to any
candidate for public office.

d. No part of the net earnings of the Corporation shall inure to the benefit of or be
distributable to its members, directors, trustees, officers, or other private persons,
except that the Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in furtherance
of the purposes set forth in Article 3 hereof.

e. In no event shall the Corporation be controlled directly or indirectly by one or
more "disqualified persons" (as defined in sec. 4946 of the Code) other than
foundation managers and other than one or more organizations described in paragraph (1) or
(2) of sec. 509 (a) of the Code.

6

To the full extent permitted by the California Nonprofit
Public Benefit Corporation Law or any other applicable laws presently or hereafter in
effect, no director of the Corporation shall be personally liable to the Corporation or
its members, should the Corporation elect to have members in the future, for or with
respect to any acts or omissions in the performance of his or her duties as a director of
the Corporation. Any repeal or modification of this Article 5 shall not adversely affect
any right or protection of a director of the Corporation existing immediately prior to
such repeal or modification.

7

Upon the dissolution of the Corporation, the Corporation's
assets shall be distributed for one or more of the exempt purposes set forth in Article 3
hereof and, if possible, to a sec. 501 (c)(3) organization organized and operated
exclusively to lessen the burdens of government by providing for the operation of the
Internet by developing and maintaining the stability of the Internet infrastructure, or
shall be distributed to the Federal government, or a state government, for such purposes,
or for such other charitable and public purposes that lessen the burdens of government by
providing for the operation and stability of Internet infrastructure. Any assets not so
disposed of shall be disposed of by a court of competent jurisdiction of the county in
which the principal office of the Corporation is then located, exclusively for such
purposes or to such organization or organizations, as such court shall determine, that are
organized and operated exclusively for such purposes, unless no such corporation exists,
and in such case any assets not disposed of shall be distributed to a sec. 501(c)(3)
corporation chosen by such court.

8

Notwithstanding anything to the contrary in these Articles,
if the Corporation determines that it will not be treated as a corporation exempt from
federal income tax under sec. 501(c)(3) of the Code, all references herein to sec.
501(c)(3) of the Code shall be deemed to refer to sec. 501(c)(6) of the Code and Article
4(a)(ii) shall be deemed not to be a part of these Articles.

9

The Board shall move to a membership
structure with all deliberate speed. Until a membership structure has been established,
these Articles can be amended only by the affirmative vote of at least
three-quarters of the Directors. Once the Corporation has a membership structure,
these Articles may be amended only by the affirmative vote of at least three-quarters of
the votes cast by members.

Comment: It is our belief that certain protections, like Constitutional rights,
should be established in the Articles. Such protections cannot be altered except by
consensus of a large majority of the beneficiaries of the public purpose of the
entity. Coupled with our definition of membership below, we believe this protection
is necessary to avoid capture of the entity by special interests. We have serious
concerns about allowing this entity, upon which so many individuals around the world
depend, to be controlled by such a small number of individuals.

10. The Corporation is expected to enter into an agreement with the United States
through which the United States will convey to the Corporation certain rights and
privileges, many of which are in the form of intangible goodwill. These include the
ability to edit and publish the set of files comprising the root zone of the Domain Name
System (DNS), designate the set of official root DNS servers, allocate the IP address
space in whole or in part, and assign protocol parameters. These rights and privileges
shall be collectively known as the "fundamental assets". The Corporation
may neither alienate, encumber, nor use as security any of the fundamental assets, in
whole or in part, except that the Corporation may enter into contracts, not to exceed five
(5) years in duration, under which use of these fundamental assets, in whole or in part,
may be licensed to a third party for purposes consistent with these Articles.

Comment: The existing draft does not identify the basic subject matter over which
the corporation is to exercise its authority. In this change we make that
identification and we limit the corporation's ability to transfer control to third
parties.